INDEMNITY AGREEMENTIndemnification Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 1, 2021 by and between GORES HOLDINGS VIII, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made and entered into by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VIII LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
30,000,000 Units Gores Holdings VIII, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2021 • Gores Holdings VIII Inc. • New York
Gores Holdings VIII, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter. Certain capitalized terms used h
WARRANT AGREEMENT between GORES HOLDINGS VIII, INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A.Warrant Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2021, is by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 27th, 2021 • Gores Holdings VIII Inc. • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VIII LLC, a Delaware limited liability company (the “Purchaser”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of February 24, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VIII LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 16th, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Trustee”).
Gores Holdings VIII, Inc. Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 27th, 2021 • Gores Holdings VIII Inc.
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-eighth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Se
Gores Holdings VIII, Inc. Boulder, CO 80301Securities Subscription Agreement • January 27th, 2021 • Gores Holdings VIII Inc. • New York
Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor VIII LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 8,625,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriter of the Company’s initial public offering (“IPO”) does not fully exercise its over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustm
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2021 by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Trustee”).
Gores Holdings VIII, Inc.Administrative Services Agreement • January 27th, 2021 • Gores Holdings VIII Inc. • New York
This letter agreement by and between Gores Holdings VIII, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VIII LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
GORES HOLDINGS VIII SUBSCRIPTION AGREEMENTSubscription Agreement • December 14th, 2021 • Gores Holdings VIII Inc. • Blank checks
This SUBSCRIPTION AGREEMENT is entered into this 13th day of December, 2021 (this “Subscription Agreement”), by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
AGREEMENT AND PLAN OF MERGER dated as of December 13, 2021 by and among GORES HOLDINGS VIII, INC., FRONTIER MERGER SUB, INC., FRONTIER MERGER SUB II, LLC, and FOOTPRINT INTERNATIONAL HOLDCO, INC.Merger Agreement • December 14th, 2021 • Gores Holdings VIII Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 13, 2021, is entered into by and among Gores Holdings VIII, Inc., a Delaware corporation (“Parent”), Frontier Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), Frontier Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and Footprint International Holdco, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings set forth in Article I.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks • Arizona
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 1, 2019 (the “Effective Date”), is by and between Footprint International Holdco, Inc., a Delaware corporation (the “Company”), and Troy M. Swope (the “Executive”).
Gores Holdings VIII, Inc.Administrative Services Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
This letter agreement by and between Gores Holdings VIII, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VIII LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
TRINITY CAPITAL INC.Master Lease Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks
THIS MASTER LEASE AGREEMENT (this “Agreement”) is made as of February 14, 2020, among TRINITY CAPITAL INC., a Maryland corporation (“Lessor”) and FOOTPRINT INTERNATIONAL HOLDCO, INC., a Delaware corporation, FOOTPRINT INTERNATIONAL, LLC, a Delaware limited liability company, FOOTPRINT, LLC, a Delaware limited liability company, and FOOTPRINT SOUTH CAROLINA, LLC, a Delaware limited liability company (each, jointly and severally, “Lessee”).
FOOTPRINT INTERNATIONAL HOLDCO, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks • Delaware
Unless otherwise defined herein, the terms defined in the 2019 Stock Option Plan, as amended (the “Plan”) of Footprint International Holdco, Inc., a Delaware corporation (the “Company”), shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). This Option Agreement constitutes an Award Agreement as that term is defined in the Plan.
BACKSTOP AGREEMENTBackstop Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
This Backstop Agreement (this “Agreement”) is entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Footprint International Holdco, Inc., a Delaware corporation (“Footprint”), and 222 Investments, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Agreement and Plan of Merger, dated as of December 13, 2021, by and among the Company, Footprint, Frontier Merger Sub, Inc., a Delaware corporation, and Frontier Merger Sub II, LLC, a Delaware limited liability company (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Merger Agreement”).
GORES HOLDINGS VIII, INC.Merger Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals
Reference is made to (i) that certain transaction update of Footprint International Holdco, Inc. (the “Company”), dated as of July 28, 2022 (the “Transaction Update”) attached hereto as Annex A, (ii) that certain Agreement and Plan of Merger by and among Gores Holdings VIII, Inc. (“Parent”), Frontier Merger Sub, Inc., Frontier Merger Sub II, LLC and the Company, dated as of December 13, 2021 and subsequently amended as of May 20, 2022 (“Amendment No. 1”) (as amended, the “Merger Agreement”) and (iii) that certain subscription agreement dated as of December 13, 2021 between Parent and the Purchaser (the “Subscription Agreement”). Terms used but not defined herein will have the same meaning as in the Merger Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 23rd, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”) is made and entered into as of May 20, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (“Parent”), Frontier Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Second Merger Sub”), Frontier Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Second Merger Sub (“First Merger Sub”), and Footprint International Holdco, Inc., a Delaware corporation (the “Company” and together with Parent, First Merger Sub, Second Merger Sub and the Company, the “Parties”), and amends that certain Agreement and Plan of Merger, dated as of December 13, 2021, by and among the Parties (the “Merger Agreement”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in the Merger Agreement.
GORES SPONSOR VIII LLC September 5, 2022Backstop Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
Reference is hereby made to (a) that certain Agreement and Plan of Merger, dated as of December 13, 2021, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Footprint International Holdco, Inc., a Delaware corporation (“Footprint”), Frontier Merger Sub, Inc., a Delaware corporation, and Frontier Merger Sub II, LLC, a Delaware limited liability company (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Merger Agreement”) and (b) that certain Backstop Agreement, dated as of September 5, 2022, by and among the Company, Footprint and 222 Investments, LLC, a Delaware limited liability company (“222 Investments”) (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Backstop Agreement”). In connection with the Merger Agreement, Gores Sponsor VIII LLC, a Delaware limited liability company (“Sponsor”), has committed up to $54,600,000 (as such amount may be reduced in accord
TERMINATION AGREEMENTTermination Agreement • December 5th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
This TERMINATION AGREEMENT (this “Termination Agreement”), dated as of December 4, 2022 (the “Effective Date”), is entered into by and among Gores Holdings VIII, Inc., a Delaware corporation (“Parent”), Frontier Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Second Merger Sub”), Frontier Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Second Merger Sub (“First Merger Sub” and, together with Second Merger Sub and Parent, the “Parent Parties”), and Footprint International Holdco, Inc., a Delaware corporation (the “Company” and, together with Parent, First Merger Sub, Second Merger Sub and the Company, the “Parties”).
FIRST AMENDMENT TO LEASE DOCUMENTSLease Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks
This First Amendment to Lease Documents (the “Amendment”) is entered into as of June 22, 2020 (the “Effective Date”), by and among TRINITY CAPITAL INC., a Maryland corporation (“Lessor”) and FOOTPRINT INTERNATIONAL HOLDCO, INC., a Delaware corporation, FOOTPRINT INTERNATIONAL, LLC, a Delaware limited liability company, FOOTPRINT, LLC, a Delaware limited liability company, and FOOTPRINT SOUTH CAROLINA, LLC, a Delaware limited liability company (each, jointly and severally, “Lessee”).
ASSET SALE AGREEMENTAsset Sale Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks • Arizona
This Asset Sale Agreement (“Agreement”) made as of the February 14, 2020 by and among FOOTPRINT INTERNATIONAL HOLDCO, INC., a Delaware corporation, FOOTPRINT INTERNATIONAL, LLC, a Delaware limited liability company, FOOTPRINT, LLC, a Delaware limited liability company, and FOOTPRINT SOUTH CAROLINA, LLC, a Delaware limited liability company (each, individually and collectively, “Seller”), with its principal place of business at 250 E. Germann Road, Gilbert, Arizona 85297, and Trinity Capital Inc., a Maryland corporation (“Buyer”), with its principal place of business at 3075 West Ray Road, Suite 525, Chandler, Arizona 85226.
Gores Holdings VIII, Inc. Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-eighth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Se
TERMINATION AGREEMENTTermination Agreement • May 23rd, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
TERMINATION AGREEMENT (this “Agreement”), dated as of May 20, 2022, by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and KSP Footprint Investments, LLC, a Delaware limited liability company (“Subscriber”).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks • Arizona
This Severance Agreement and General Release (“Agreement”) is entered into between Joshua M. Walden (“Employee”) and Footprint International Holdco, Inc., together with its affiliates (collectively, the “Company” or “Employer”). Employee and the Company may be referred to collectively as the “Parties” and individually as a “Party.”
AMENDMENT NO. 2 TO WAIVER AND SHARE SURRENDER AGREEMENTWaiver and Share Surrender Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
THIS AMENDMENT NO. 2 TO WAIVER AND SHARE SURRENDER AGREEMENT (this “Amendment No. 2”) is made and entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VIII LLC, a Delaware limited liability company (“Sponsor” and together with the Company, the “Parties”), and amends that certain Waiver and Share Surrender Agreement, dated as of December 13, 2021, by and among the Parties, as amended by that certain Amendment to Waiver and Share Surrender Agreement (“Amendment No. 1”), dated as of May 20, 2022, by and among the Parties (the “Surrender Agreement”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in the Surrender Agreement.
LEASE AGREEMENT BETWEEN PARK LUCERO II, LP, a Delaware limited partnership, AS LANDLORD, AND Footprint, LLC, a Delaware limited liability company AS TENANT Park Lucero - Phase 2 GILBERT, ARIZONALease Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks
THIS LEASE AGREEMENT (“Lease”) is dated as of the latest date set forth on the signature page attached hereto, between PARK LUCERO II, LP, a Delaware limited partnership (“Landlord”) and Footprint, LLC, a Delaware limited liability company(“Tenant”).
CONSULTING AGREEMENTConsulting Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks • Delaware
This CONSULTING AGREEMENT (this “Agreement”) is made and entered into effective as of February 18, 2021 (the “Effective Date”), by and between CA Consulting LLC, an Illinois limited liability company, having a principal place of business at 222 North Canal Street, Third Floor, Chicago, Illinois 60606 (“CAC”) and Footprint, LLC, a Delaware limited liability company, having a principal place of business at 250 East German Road, Gilbert, Arizona 85297 and its affiliated entities (collectively, the “Company,” each of Company and CAC, a “Party” and collectively, the “Parties”).
TERMINATION AGREEMENTTermination Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of September 5, 2022, is entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VIII LLC, a Delaware limited liability company (“Subscriber”).
AMENDMENT TO WAIVER AND SHARE SURRENDER AGREEMENTWaiver and Share Surrender Agreement • May 23rd, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
THIS AMENDMENT TO WAIVER AND SHARE SURRENDER AGREEMENT (this “Amendment”) is made and entered into as of May 20, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VIII LLC, a Delaware limited liability company (“Sponsor” and together with the Company, the “Parties”), and amends that certain Waiver and Share Surrender Agreement, dated as of December 13, 2021, by and among the Parties (the “Surrender Agreement”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in the Surrender Agreement.
LOAN AND SECURITY AGREEMENT DATED AS OF June 22, 2020 between TRINITY CAPITAL INC., as Lender and FOOTPRINT INTERNATIONAL HOLDCO, INC. FOOTPRINT INTERNATIONAL, LLC FOOTPRINT, LLC FOOTPRINT SOUTH CAROLINA, LLC, as BorrowerLoan and Security Agreement • February 11th, 2022 • Gores Holdings VIII Inc. • Blank checks
THIS LOAN AND SECURITY AGREEMENT is made as of June 22, 2020 (the “Closing Date”), by and between TRINITY CAPITAL INC., a Maryland corporation (“Lender”), with its principal office at 3075 W. Ray Road, Suite 525, Chandler, AZ 85226, and FOOTPRINT INTERNATIONAL HOLDCO, INC., a Delaware corporation (“Parent”), FOOTPRINT INTERNATIONAL, LLC, a Delaware limited liability company (“Footprint International”), FOOTPRINT, LLC, a Delaware limited liability company (“Footprint”), and FOOTPRINT SOUTH CAROLINA, LLC, a Delaware limited liability company (“Footprint South Carolina”, and, together with Parent, Footprint International, and Footprint, each individually and collectively, “Borrower”), with offices at 250 E. Germann Road, Gilbert, AZ 85297.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”) is made and entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (“Parent”), Frontier Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Second Merger Sub”), Frontier Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Second Merger Sub (“First Merger Sub”), and Footprint International Holdco, Inc., a Delaware corporation (the “Company” and together with Parent, First Merger Sub, Second Merger Sub and the Company, the “Parties”), and amends that certain Agreement and Plan of Merger, dated as of December 13, 2021, by and among the Parties, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”), dated as of May 20, 2022, by and among the Parties (the “Merger Agreement”). Except as otherwise set forth herein, capitalized terms used herein ha
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 29th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 29, 2022, is made by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of March 1, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
